BYLAWS

EX-3 4 ex3p2.htm BYLAWS

EXHIBIT 3.2

BY-LAWS
OF
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
(hereinafter called the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered
office of the Corporation shall be in the City of Dover,
County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may
also have offices at such other places both within and
without the State of Delaware as the Board of Directors
may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of
the stockholders for the election of directors or for
any other purpose shall be held at such time and place,
either within or without the State of Delaware as shall
be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meet-
ing of Stockholders shall be held on such date and at
such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meet-
ing, at which meeting the stockholders shall elect by a
plurality vote a class of the Board of Directors as set
forth in the Certificate of Incorporation, and transact
such other business as may properly be brought before the
meeting. Written notice of the Annual Meeting stating
the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not
less than twenty nor more than sixty days before the date
of the meeting.

Section 3. Special Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation,
Special Meetings of Stockholders, for any purpose or
purposes, may be called by either (i) the Chairman, if
there be one, or (ii) the President, (iii) any Vice Pres-
ident, if there be one, (iv) the Secretary or (v) any
Assistant Secretary, if there be one, and shall be called
by any such officer at the request in writing of a major-
ity of the Board of Directors or of stockholders owning a
majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Written notice of a Special Meeting stating the place,
date and hour of the meeting and the purpose or purposes
for which the meeting is called shall be given not less
than twenty nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such
meeting.

Section 4. Quorum. Except as otherwise pro-
vided by law or by the Certificate of Incorporation, the
holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be pre-
sent or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to ad-
journ the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be
present or represented, provided, however, that if the
adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given
to each stockholder entitled to vote at the meeting. At
any such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted
which might have been transacted at the meeting as origi-
nally noticed.

Section 5. Voting. Unless otherwise required
by law, the Certificate of Incorporation or these By-
Laws, any question brought before any-meeting of stock
holders shall be decided by the vote of the holders of a
majority of the stock represented and entitled to vote
thereat. Each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each
share of the capital stock entitled to vote thereat held
by such stockholder. Such votes may be cast in person or
by proxy but no proxy shall be voted on or after three
years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discre-
tion, or the officer of the Corporation presiding at a
meeting of stockholders, in his discretion, may require
that any votes cast at such meeting shall be cast by
written ballot.

Section 6. Consent of Stockholders in Lieu of
Meeting. Unless otherwise provided in the Certificate of
Incorporation, any action required or permitted to be
taken at any Annual or Special Meeting of Stockholders of
the Corporation, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing,
setting forth the act in so taken, shall be signed by the
holders of outstanding stock having not less than the
minimum number of votes that would be necessary to autho-
rize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in
writing.

Section 7. List of Stockholders Entitled to
Vote. The officer of the Corporation who has charge of
the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stock-
holders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is
present.

Section 8. Stock Ledger. The stock ledger of
the Corporation shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger,
the list required by Section 7 of this Article II or the
books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors.
The number of directors of the Corporation which shall
constitute the entire Board of Directors shall be such
number as initially fixed by the Incorporator and there-
after as fixed by the Board of Directors in accordance
with the Certificate of Incorporation. Except as provid-
ed in Section 2 of this Article, directors shall be
elected by a plurality of the votes cast at Annual Meet-
ings of Stockholders, and each director so elected shall
hold office until the next Annual Meeting and until his
successor is duly elected and qualified, or until his
earlier resignation or removal. Any director may resign
at any time upon notice to the Corporation. Directors
need not be stockholders.

Section 2. Vacancies. Vacancies and newly
created directorships resulting from any increase in the
authorized number of directors, death, resignation or
removal may be filled by the directors then in office in
accordance with the Certificate of Incorporation.

Section 3. Duties and Powers. The business of
the Corporation shall be managed by or under the direc-
tion of the Board of Directors which may exercise all
such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certifi-
cate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of
the Corporation may hold meetings, both regular and spe-
cial, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from
time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called
by the Chairman, if there be one, the President, or any
two directors. Notice thereof stating the place, date
and hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours be-
fore the date of the meeting, by telephone or telegram on
twenty-four (24) hours' notice, or on such shorter notice
as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise
specifically provided by law, the Certificate of Incorpo-
ration or these By-Laws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present
at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meet-
ing, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise
provided by the Certificate of Incorporation or these By-
Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all the mem-
bers of the Board of Directors or committee, as the case
may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board of Directors or committee.

Section 7. Meetings by Means of Conference
Telephone. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, members of the Board
of Directors of the Corporation, or any committee desig-
nated by the Board of Directors, may participate in a
meeting of the Board of Directors or such committee by
means of a conference telephone or similar communications
equipment by means of which all persons participating in
the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute pres-
ence in person at such meeting.

Section 8. Committees. The Board of Directors
may, by resolution passed by a majority of the entire
Board of Directors, designate one or more committees,
each committee to consist of two or more of the directors
of the Corporation. The Board of Directors may designate
one or more directors as alternate members of any commit-
tee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified
member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified mem-
ber. Any committee, to the extent allowed by law and
shall have and may exercise all the powers and authority
of the Board of Directors in the management of the busi-
ness and affairs of the Corporation. Each committee
shall keep regular minutes and report to the Board of
Directors when required.

Section 9. Compensation. The directors may be
paid their expenses, if any, of attendance at each meet-
ing of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Mem-
bers of special or standing committees may be allowed
like compensation for attending committee meetings.

Section 10. Interested Directors. No contract
or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or
officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this rea-
son, or solely because the director or-officer is present
at or participates in the meeting of the Board of Direc-
tors or committee thereof which authorizes the contract
or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to
his or their relationship or interest and as to the con-
tract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the con-
tract or transaction by the affirmative votes of a major-
ity of the disinterested directors, even though the dis-
interested directors be less than a quorum; or (ii) the
material facts as to his or their relationship or inter-
est and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote there-
on, and the contract or transaction is specifically ap-
proved in good faith by vote of the stockholders; or
(iii) the contract or transaction is fair as to the Cor-
poration as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may
be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Cor-
poration shall be chosen by the Board of Directors and
shall be a President, a Secretary and a Treasurer. The
Board of Directors, in its discretion, may also choose a
Chairman of the Board of Directors (who must be a direc-
tor) and one or more Vice-Presidents, Assistant Secretar-
ies, Assistant Treasurers and other officers. Any number
of offices may be held by the same person, unless other-
wise prohibited by law, the Certificate of Incorporation
or these By-Laws. The officers of the Corporation need
not be stockholders of the Corporation nor, except in the
case of the Chairman of the Board of Directors, need such
officers be directors of the Corporation.

Section 2. Election. The Board of Directors
at its first meeting held after each Annual Meeting of
Stockholders shall elect the officers of the Corporation
who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors;
and all officers of the Corporation shall hold office
until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer elect-
ed by the Board of Directors may be removed at any time
by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
The salaries of all officers of the Corporation shall be
fixed by the Board of Directors.

Section 3. Voting Securities Owned by the
Corporation. Powers of attorney, proxies, waivers of
notice of meeting, consents and other instruments relat-
ing to securities owned by the Corporation may be execut-
ed in the name of and on behalf of the Corporation by the
President or any Vice-President and any such officer may,
in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and
may exercise any and all rights and power incident to the
ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and pos-
sessed if present. The Board of Directors may, by reso-
lution, from time to time confer like powers upon any
other person or persons.

Section 4. Chairman of the Board of Directors.
The Chairman of the Board of Directors, if there be one,
shall preside at all meetings of the stockholders and of
the Board of Directors. He shall be the Chief Executive
Officer of the Corporation, and except where by law the
signature of the President is required, the Chairman of
the Board of Directors shall possess the same power as
the President to sign all contracts, certificates and
other instruments of the Corporation which may be autho-
rized by the Board of Directors. During the absence or
disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all
the duties of the President. The Chairman of the Board
of Directors shall also perform such other duties and may
exercise such other powers as from time to time may be
assigned to him by these By-Laws or by the Board of Di-
rectors.

Section 5. President. The President shall,
subject to the control of the Board of Directors and, if
there be one, the Chairman of the Board of Directors,
have general supervision of the business of the Corpora-
tion and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall
execute all bonds, mortgages, contracts and other instru-
ments of the Corporation requiring a seal, under the seal
of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that
the other officers of the Corporation may sign and exe-
cute documents when so authorized by these By-Laws, the
Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or
if there be none, the President shall preside at all
meetings of the Stockholders and the Board of Directors.
If there be no Chairman of the Board of Directors, the
President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other
duties and may exercise such other powers as from time to
time may be assigned to him by these By-Laws or by the
Board of Directors.

Section 6. Vice-Presidents. At the request of
the President or in his absence or in the event of his
inability or refusal to act (and if there be no Chairman
of the Board of Directors), the Vice-President or the
Vice-Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the
duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions
upon the President. Each Vice-President shall perform
such other duties and have such other powers as the Board
of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice-
President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of
the President to act, shall perform the duties of the
President, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the Presi-
dent.

Section 7. Secretary. The Secretary shall
attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose;
the Secretary shall also perform like duties for the
standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Direc-
tors, and shall perform such other duties as may be pre
scribed by the Board of Directors or President, under
whose supervision he shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secre-
tary, then either the Board of Directors or the President
may choose another officer to cause such notice to be
given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secre-
tary, if there be one, shall have authority to affix the
same to any instrument requiring it and when so affixed,
it may be attested by the signature of the Secretary or
by the signature of any such Assistant Secretary. The
Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to
attest the affixing by his signature. The Secretary
shall see that all books, reports, statements, certifi-
cates and other documents and records required by law to
be kept or filed are properly kept or filed, as the case
may be.

Section 8. Treasurer. The Treasurer shall
have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Direc-
tors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer
and of the financial condition of the-Corporation. If
required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties
of his office and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or
under his control belonging to the Corporation.

Section 9. Assistant Secretaries. Except as
may be otherwise provided in these By-Laws, Assistant
Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors, the President, any
Vice-President, if there be one, or the Secretary, and in
the absence of the Secretary or in the event of his dis-
ability or refusal to act, shall perform the duties of
the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Secretary.

Section 10. Assistant Treasurers. Assistant
Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned
to them by the Board of Directors, the President, any
Vice-President, if there be one, or the Treasurer, and in
the absence of the Treasurer or in the event of his dis-
ability or refusal to act, shall perform the duties of
the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an
Assistant Treasurer shall give the Corporation a bond in
such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the res-
toration to the Corporation, in case of his death, resig-
nation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to
the Corporation.

Section 11. Other Officers. Such other offi-
cers as the Board of Directors may choose shall perform
such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and
to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder
of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by
the Chairman of the Board of Directors, the President or
a Vice-President and (ii) by the Treasurer or an Assis-
tant Treasurer, or the Secretary or an Assistant Secre-
tary of the Corporation, certifying the number of shares
owned by him in the Corporation.

Section 2. Signatures. Where a certificate is
countersigned by (i) a transfer agent other than the
Corporation or its employee, or (ii) a registrar other
than the Corporation or its employee, any other signature
on the certificate may be a facsimile. In case any offi-
cer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the
date of issue.

Section 3. Lost Certificates. The Board of
Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corpo-
ration alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the per-
son claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new cer-
tificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed cer-
tificate, or his legal representative, to advertise the
same in such manner as the Board of Directors shall re-
quire and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may
be made against the Corporation with respect to the cer-
tificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corpora-
tion shall be transferable in the manner prescribed by
law and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person
named in the certificate or by his attorney lawfully
constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a
new certificate shall be issued.

Section 5. Record Date. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in ad-
vance, a record date, which shall not be more than sixty
days nor less than ten days before the date of such meet-
ing, nor more than sixty days prior to any other action.
A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, howev-
er, that the Board of Directors may fix a new record date
for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice
is required by law, the Certificate of Incorporation or
these By-Laws, to be given to any director, member of a
committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee
or stockholder, at his address as it appears on the re-
cords of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States
mail. Written notice may also be given personally or by
telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any
notice is required by law, the Certificate of Incorpora-
tion or these By-Laws, to be given to any director, mem-
ber of a committee or stockholder, a waiver thereof in
writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the
capital stock of the Corporation, subject to the provi-
sions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or
in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for re-
pairing or maintaining any property of the Corporation,
or for any proper purpose, and the Board of Directors may
modify or abolish any such reserve.

Section 2. Disbursements. All checks or de-
mands for money and notes of the Corporation shall be
signed by such officer or officers or such other person
or persons as the Board of Directors may from time to
time designate.

Section 3. Fiscal Year. The fiscal year of
the Corporation shall be fixed by resolution of the Board
of Directors.

Section 4. Corporate Seal. The corporate seal
shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or repro-
duced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. Subject to paragraph II of Article
SIXTH of the Certificate of Incorporation, these By-Laws
may be altered, amended or repealed, in whole or in part,
or new By-Laws may be adopted by the stockholders or by
the Board of Directors, provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-
Laws be contained in the notice of such meeting of stock-
holders or Board of Directors as the case may be. All
such amendments must be approved by either the holders of
a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the entire Board of
Directors then in office.

Section 2. Entire Board of Directors. As used
in this Article VIII and in these By-Laws generally, the
term "entire Board of Directors" means the total number
of directors which the Corporation would have if there
were no vacancies.